Never Alone
by SkywalkerT-65
Summary: It was desperation. It should never have worked, and broke every rule of her powers that she knew of. But Homura Akemi tried anyway, because she could not bear to see Madoka die. Especially not by her own hands. [AU After Timeline 3]
1. Surprises

**AN: Sometimes I wonder how I'm able to have so many ideas at once...then I stop questioning it and just go with the flow.  
**

 **As I said at the end of _Remorse_ , it was quite likely I'd have a pure- as in not a crossover -Madoka story up at some point or another. This particular idea bit me hard, and thus, we are here with my first multi-chapter foray into this fandom that isn't a crossover. I hope the readers enjoy it!**

 **Warning: Homura/Madoka _are_ going to be a little OOC here. See bottom AN.**

* * *

 _I have to do this. I don't like it, but I must._

Walking towards the open window in front of her, Homura Akemi attempted to swallow her nerves. Clutched in her hands was a corpse of Kyubey, the monster that was responsible for what she was doing. She wished she could say it was _the_ corpse, but after killing it she had caught a glimpse of another white ball of fluff. She had no idea how it was possible, but the monster had more than one body. And the idea of having to kill _more_ of them made her sick in a way that the young girl didn't like thinking about. But she couldn't let that get to her...she had to be strong. Because the window in front of her belonged to the reason she held the white corpse.

Madoka Kaname...she had promised her dear friend that she would protect her. Prevent her from contracting with Kyubey and becoming a Magical Girl. And holding to that promise was something that Homura was going to do, no matter what it required of her. She may hate what it required, and may know that it would hurt her chances of ever being that close to her friend again. But if it was what she had to do...she would do it in a heartbeat.

 _I must...I must do this..._

It didn't quite help that she was looking in on Madoka's room, something she had never done. She sincerely wished the reason had been different. But she had to warn her friend to never trust Kyubey. Even if it required doing something like this. As such, she walked towards the bright light, face schooled into a stoic expression that felt _wrong_ but was necessary. Even if the mask felt like it was going to fall...when she hesitated slightly, upon seeing the pink-clad figure sitting at her computer. Madoka had no idea that Homura was here...blissfully unaware of everything related to Magical Girls. And the time-traveler was here to make sure it stayed that way. Even if it hurt to see her friend again, knowing this was going to be their first meeting.

"Who's there?" Madoka spun around all of a sudden, forcing her friend to focus on her mask once more.

"Madoka...if someone comes to you..." Homura began, the practiced line rolling easily off her tongue in a toneless voice that she never would have thought herself capable of. Except, as she was saying that, the pinkette's eyes widened joyfully. Not fear, uncertainty, shock or anything else that Homura Akemi would have expected at this moment. After all, she was a total stranger dressed in odd clothing...Madoka should have been scared at the least.

Instead...she looked happy.

"Homura-chan!" Madoka shouted, jumping from her chair onto her bed, wide pink eyes shining brightly as she leaned out the window.

 _She...what...how...I..._

The taller girl's brain short-circuited, as _she_ stared in shock at her friend. The body in her hand fell to the ground, forgotten as Madoka _pulled_ her into her room. And into a crushing hug, that had Homura instinctively wrapping her arms around her friend. This...this was familiar. Exactly as the other hugs her friend had given her, before she had reset the timeline once again. But...how? This shouldn't have been possible. Unless...

 _Did it...work?_

 _-0-0-0-0-0-0-0-0-0-0-0-_

 _Laying in the rain, Homura looked through tear-stained glasses at her dearest friend. Madoka looked back, a weak smile on her face as she held a Grief Seed against the violet Soul Gem in her hand._

 _"No! Kaname-san, you should..." the girl protested, forcing her injured body to move. To stop her friend from sacrificing herself...again._

 _"Homura-chan...you...can go back in time, right?" Madoka asked back, voice weak and full of pain, "Make it so that none of this ever happened? Don't...don't let this happen again. Don't let Kyubey trick me again...please, keep me from being stupid."_

 _All she could do was nod, tears falling once more, "I'll do it! I'll do whatever it takes, I'll go back again and again and again! I'll save you, I swear!"_

 _"Thank you..." the pinkette replied, before she pulled away, scream of pain ripped from her lips, "Ahhh!"_

 _Homura was immediately on her knees, eyes inexorably drawn to the last thing she wanted to see...Madoka's Soul Gem, fading even further to black. She had only seen this once before...but it was forever ingrained in her memory. The sight of her best friend, her Soul turning into a Grief Seed. That sight had scarred Homura deeply, and it was happening again. She...she...it couldn't happen! It couldn't end this way, not again! She wouldn't...even as the thought entered her head, it faded. There was nothing she could do to stop this. There were no Grief Seeds she could use. Even if she would sooner die than see Madoka in pain, she couldn't do a thing to help her friend!_

 _Why? Why was fate so cruel! Madoka didn't deserve this!_

 _"Can...can I ask, one more favor?" her friend looked up, tears falling from dull pink eyes, "Please...don't let me turn into a Witch. There are awful...terrible things in this world. I know that now. But there are things worth protect..."_

 _Pain filled shouting cut Madoka off, the pain clearly visible in her face._

 _"Madoka!" Homura shouted herself, the harsh sting of tears running down her face, even as her dear friend smiled up at her._

 _"You...finally called me by my first name," she smiled through the pain, "I'm...so happy."_

 _But even as she said that, Madoka was lifting her hand. The Soul Gem in it glinted dully, only a tiny hint of pink in a sea of black. Homura knew...she knew exactly what her friend was asking her to do. A flash of purple light concealed her, before the Magical Girl was once more in her combat outfit. The familiar weight of her shield felt much more like a curse than a blessing now...the knowledge that even if she could go back, she would have to leave behind her closest friend once again. And on top of that...it would require doing something that she was going to always hate herself for. Even if it was by Madoka's own request...the idea had Homura shaking in place, even as she reached into her shield and pulled out a pistol...the same pistol she had used to protect her friend from Sayaka Miki's Witch form. And now, it was aiming at Madoka's soul..._

 _Hand shaking, pain stabbing through her heart, Homura aimed the weapon at her...at the one person who mattered to her, more than her own life. She would do anything and everything for Madoka Kaname. She would sacrifice her own life to save Madoka's in a heartbeat if it came down to it. Homura would always cherish what Madoka had given her, and she wouldn't ever allow herself to forget that. So why...why was it so hard to honor this last request? Why wouldn't her finger pull the trigger? It was the last thing she had asked of her...but she...  
_

 _She...she...couldn't do this! The pistol fell from her hands, the Magical Girl falling onto her friend, sobs wracking her body as she clutched desperately at Madoka's uniform. It couldn't possibly work..._

 _But Homura Akemi twisted her shield, holding onto her friend and her Soul Gem tightly._

 _-0-0-0-0-0-0-0-0-0-0-0-0-_

"Madoka...you..." back in the present, Homura clutched tightly to her friend.

It had hurt her deeply to refuse her friend's final request. It was why she had still come here...still killed Kyubey, even if killing anything but a Witch made Homura sick to her stomach. She hadn't believed her desperate action had actually _worked_. Surely, her power couldn't bring Madoka back with her. That had been the action of someone who couldn't take leaving her friend behind...not a logical action. But...

"It worked Homura-chan!" Madoka continued clutching just as tightly, tears falling now, "I don't know what you did, but it worked! I...I...thought I was going to die. I thought I was never going to see you again. I...even thought I just dreamed everything!"

"I'm sorry," the time-traveler felt her own tears, not able to summon the energy to wipe them, "Madoka...I...didn't do what you wanted. I'm selfish...I couldn't..."

"That isn't your fault Homura-chan," her friend pulled away slightly, hand reaching up to rub away Homura's tears, "I shouldn't have asked you to do that. I know how much that must have hurt."

 _It hurt so much. I thought...no, don't think about that._

But somehow, the other girl always knew _exactly_ what to say, to keep her friend happy. Madoka was innocent and kind, but she wasn't a fool. If there was anything true about her, it was that. Her empathy for others truly knew no bounds.

Even so, "But that was the last thing you asked me! I thought it would be _the_ last! And I was too weak to do it."

"No, not weak," Madoka shook her head, "You're strong Homura-chan. You pulled me with you after all! We have a second chance now, and I could _never_ ask for something more than that!"

"A second..." to be totally fair, it was Homura's fourth time, but the point remained. This was the _first_ time she had someone who knew her from the start, someone who could understand what she was going through. And it was _perfect_ that it was Madoka. She wouldn't be alone...like she had been determined to be. After all, no one ever believed her about the future. But now...she had someone who trusted her, and who believed her. Someone who had gone through...

 _Oh no..._

"Madoka," dread settled in the pit of her stomach, "you must hate me."

Her friend tilted her head in confusion, "I could never hate _you_ Homura-chan."

"But...I brought you back! You've got all those horrible memories, when you shouldn't."

Realization dawned on Madoka's face, before said face was once more buried in Homura's long hair. Tears wet it, but they weren't tears born of anger. Homura could understand that much, since her friend was clutching her body close to her own. The two were locked in a tight embrace, holding together. Tears fell from both their eyes, if for different reasons.

"That isn't your fault either Homura-chan," Madoka managed to squeak out, "I...I don't like remembering those. But it's okay, because I remember you too! I have you here with me!"

"Madoka..."

The pinkette squeezed her friend again, "I don't blame you for anything Homura-chan. I might not like remembering what happened, but having you here is worth it! You're one of my best friends, and I'd never want to lose that. No matter what else I remember."

Those words were all that needed to be said. Homura melted into the embrace, feeling the tension slowly leaving her body. Madoka didn't blame her for anything. She was _happy_ to remember, no matter the bad memories. That...that was enough for the time-traveler.

"At least you don't have to fight anymore Madoka," she whispered, "I'll protect you from now on, I promise!"

It had been what she wished for after all. Being strong enough to protect Madoka. Hardly anything else really mattered in the end...just as long as Madoka was alive and safe, Homura could be happy. Having her friend by her side just made her even happier.

"No."

 _Wh...why? Did I say something wrong?_

Homura's answer came in the form of pink light, shining from their joined hands. The Magical Girl knew exactly what that was...and felt her heart sink. Madoka...she hadn't...she couldn't...

"We're going to protect each other Homura-chan," she smiled sadly, holding up the familiar pink Soul Gem.

"But Madoka! You said you..."

"I know," the pinkette's smile turned even sadder, "but I had to Homura-chan. I hate this...I hate the idea of what we are and what Kyubey did to us. But I couldn't just sit back and watch you fight alone! I didn't know if everything was a dream, but if it wasn't...I couldn't stand the idea of you out there alone without me to help. We've always been a team, haven't we?"

 _A team..._

"Yes, we were," Homura nodded weakly, "But Madoka...I..."

Her friend just shook her head, returning her Gem to its ring form before pulling Homura to where they could sit, backs against the wall, "Homura-chan. Do you want to know what I wished for this time?"

Most of the time-traveler didn't _want_ to know. If not for the fact that it was _this_ Madoka who had made the request in the first place, she would have seen the other girl contracting with that monster as a failure. The only reason she didn't, was because if the Madoka that had asked her not to let her contract did it anyway, it was outside her ability to change. That, and she still had the warm feeling in her chest as the pinkette leaned against her. That feeling was enough to push away the cold and sadness at the idea of her friend being in the same danger she was. And the fear as well. The fear of seeing Madoka turn into a Witch or die again.

It wasn't an exaggeration to say there was _no_ greater fear for Homura Akemi than the idea that her friend could die again. She broke out into a cold sweat whenever she thought about it, the familiar heart pain returning despite her magic.

"I wished that we would always be together," Madoka's voice turned wistful, pink eyes looking Homura directly in her own violet orbs, "I never want to lose you Homura-chan. No matter what happens, I don't want that. I..."

She didn't need to say anymore. Homura felt her heart breaking...but the pain wasn't there. Because Madoka wanted the exact same thing she herself did. To always be together, no matter what was thrown at them. It may not have been in the way she would have otherwise wanted, but that didn't _matter_ in the end. Because so long as they were together, she was happy.

The specter of Walpurgisnacht lurked in the distance as it always had since Homura first learned of Magical Girls. But that didn't matter. Because _here_ and _now_ , she was safe. Madoka was safe.

The future could wait, for a little while at least.

* * *

"Hey, Homura-chan?"

"Yes Madoka?"

"What happened to your glasses? And your braids?"

Sitting in the floor of Madoka's room- the pinkette had told her in no uncertain terms _not_ to leave -Homura blinked. She had almost forgotten her impulsive decision at the start of this timeline. Discarding what she had seen as signs of weakness...of her failures. Her glasses and braids had been the hallmark of a weaker girl who couldn't save her one true friend. So she had gotten rid of them, in favor of working alone and without any ties to her past failures. Though to be fair, she did have her glasses and ribbons at her apartment still...not quite able to bring herself to completely get rid of them.

Realizing her friend still wanted an answer though, Homura looked up, biting her lip slightly. Only Madoka could still make her nervous like this, after her newfound determination took hold.

"I healed my eyes," she answered, "and my braids only got in the way."

"But they were so pretty Homura-chan!" Madoka's voice held more than a little disbelief, "Not that your eyes aren't still pretty though."

"Thank you Madoka," the time-traveler smiled at her friend, "But I feel...better this way. Like I'm not weighed down anymore. I...don't really know how to describe it."

Madoka still looked unconvinced, "But isn't it hard to heal your eyes?"

"Not really. It was a lot more difficult to heal my heart."

"Okay..."

Homura knew why her friend had a difficult time with the changes. She herself still felt distinctly...off...when thinking about her lack of braids. And missing the familiar weight of her glasses over her eyes. But it had to be done, and Homura didn't really regret doing so. If something had to be done, she would do it. Especially if it was something to help protect Madoka.

"Is it okay if I braid your hair then?"

 _That_ question threw her off. The Magical Girl looked at her friend, gobsmacked look on her face. Even the mask she had _tried_ to develop failed totally in the face of such an innocent request. How could she say no to her dearest friend?

"If you wan...want to..." the old Homura was out in full force, her face flushing as Madoka grinned at her.

"Thank you Homura-chan!"

And before she really knew what was happening, Homura was sitting, face towards the wall as Madoka sat behind her. The long black tresses of her hair were in her friend's hands, as Madoka softly braided them. Despite the awkwardness of the situation, the time-traveler relaxed into the feeling, the familiarity of it serving to sooth her nervousness. Not that she had any real reason to be nervous to begin with. This was _Madoka_. If she wanted to braid her hair, the least she could do was allow the girl to do so. Especially as the reasoning behind the seemingly random request finally 'clicked' so to speak. Homura smiled sadly at that realization.

 _She wants familiarity. Just as I want her friendship, she wants to see something familiar._

Madoka was familiar with Homura's braids and glasses, not her free hair and magically perfect eyesight. She couldn't begrudge her friend that...not when she could easily understand why that was so important to her.

"This is nice," Madoka whispered, happiness clear in her voice, "Just...I like spending time with you like this Homura-chan. No Witches, just the two of us."

"I do too," Homura replied, hand reaching out to hold Madoka's own that had dropped from the braid, giving it a small squeeze.

The two girls lapsed back into silence after that, as the pink-haired one continued to braid her friend's hair. Homura felt her eyes drifting shut at the motions, the soothing atmosphere doing more to relax her than anything had done since Sayaka had fallen. It reminded her of the days before she had revealed what Kyubey was doing...when they were all happy and relaxed with each other. All the Magical Girls- aside from Kyoko -working together as friends. That had been nice.

Though, this was nicer.

"I'll have to use my own ribbons," the pinkette said apologetically.

"I...I'm fine with that..."

 _Her ribbons? Isn't that too..._

Even as that thought went through her head, Homura shook it away with a small smile. Madoka would never view something like this as 'too familiar'. If anything, she might view it as not familiar _enough_ , knowing her.

"There, all done!"

Homura blinked, as her friend suddenly spun her around, a mirror in hand. That had been...quick. Her eyes widened slightly at the sight that greeted her. Because Madoka had managed to almost perfectly replicate her braids, despite never doing it before. Raising a hand to her hair, Homura gently grabbed one of the braids, showing off the yellow ribbon tying it together. She wasn't sure how she _felt_ having the braids back though. The familiarity was soothing for her in a way, as it was for her friend. But on the other hand she had undone her original braids with good reason as well.

Regardless though, she would settle for happiness right now. No matter her own feelings, Madoka looked happy as she smiled widely at her handiwork. And if Madoka was happy, then Homura was happy as well.

"Madoka, who are you talking to?"

And just like that, the moment was shattered.

"Mama!" the pinkette gasped, "Homura-chan, give me your phone number, quick!"

"Wha..." shaking her head, the time-traveler pulled out her cell phone and gave Madoka the required number. Even if she didn't understand why.

Her confusion grew further when Madoka called said phone, and practically pushed her out the window to her room. Moving to a safe distance, Homura put the phone to her ear. Not that she needed it to hear the conversation in the room...she had better hearing than most, both because of her- formerly -bad eyesight and her magic.

"I'm sorry Mama," Madoka was saying, "I was just on the phone!"

"Uh huh," Mrs. Kaname sounded unconvinced, "With who? Sayaka-chan?"

"No...actually, I have a new friend!"

There was an overly dramatic gasp in response to that, "Oh? I didn't know you had a new friend!"

"Yeah! We met when Sayaka-chan was visiting Kyouske-kun at the hospital."

"At the hospital?"

Madoka's voice grew softer at that question, "Yeah...her name is Homura Akemi. Homura-chan has a heart condition, so she had to stay at the hospital for awhile. She's supposed to transfer into our class tomorrow though!"

"Ahh..." Mrs. Kaname sounded thoughtful, "Is that why you were calling Akemi-san?"

"Um..." Madoka trailed off, "Actually, she called me Mama. Homura-chan lives alone, but she got locked out by accident. She asked if she could stay here for tonight, since she doesn't really have any other friends..."

After that statement, Homura tuned out anything else. Understandably so, with her mind going into overdrive to say the least. Staying with Madoka in her room was one thing. Talking to her parents was another thing entirely. Why was her friend trying this? She could get home easily enough, it really wasn't a problem. Especially not with her magic. She didn't need to stay with Madoka, not really. She wouldn't necessarily _complain_ about doing so, but that was without having to interact with the other members of her family.

Homura had only even _seen_ her parents once. She had never actually met them, and that sent a spike of worry into her heart.

"Well, if she really doesn't have anywhere else to stay I guess that's okay," Mrs. Kaname caught her attention once more, "Just give me a bit more warning next time, okay Madoka?"

"Thank you Mama!"

"Hey, it's no problem for my little girl."

The sound of a high five echoed over the phone, before Madoka whispered, "Come to the front door Homura-chan!"

And promptly hung up. Leaving a very confused and anxious Homura Akemi to dully do as told. She wanted to, and indeed if the situation were any different _would have_ , gone back to her own apartment. But this was _Madoka_ asking her. And the last thing she wanted to do was upset her dearest friend. Or her parents for that matter, as it was likely that she would have to spend a lot of time here to go over plans to deal with Walpurgisnacht. Best to make a good first impression.

Or as good as one _could_ be, with Madoka throwing her into the fray like this.

Forcing her emotions under the mask that she had only recently developed, Homura walked as calmly as she could towards the entrance of the Kaname household. Reaching a hand out, more hesitantly than her calm exterior would indicate, the girl knocked on the door. Not even a minute later, the door was pulled open by a smiling Mrs. Kaname.

"Akemi-san I presume?" she asked, hands on her hips as she looked down on the younger girl.

"Yes," Homura managed to avoid her voice shaking, "Madoka told me it was okay to stay here?"

"Certainly," the older woman nodded, "though I'm a bit curious how a girl your age lives alone."

"I...um..."

Leave it to _any_ member of this family to fluster her.

Mrs. Kaname just smiled again, waving a hand easily, "You don't need to tell me right now. Any friend of Madoka's is welcome here...though I appreciate more warning next time. Got it?"

While it was phrased as a question, Homura Akemi knew an order when she heard one, "Yes!"

"Good. Now, I'm sure Madoka has some pajamas you can borrow. You two should get to bed, especially if tomorrow is your first day of school. Don't let me catch you two staying up late!"

All Homura could do was nod slowly, as she walked through unfamiliar halls to the much more familiar room of her best friend. Madoka grinned at her as the door shut behind her, rushing over to the taller girl. The time-traveler knew the look on her face all too well...she was going to ask a bunch of questions about how the introduction to her mother had gone.

But she had no desire to incur the wrath of Mrs. Kaname.

"Your mother said we had to go to bed," Homura cut her friend off, "I...I'll sleep on the floor, if that's okay?"

"Mama set up a futon actually," Madoka gestured to the other side of her room, "and I got out some pajamas! I know it's not much but..."

"It's more than enough. Thank you Madoka."

Her friend grinned at her, "No problem Homura-chan! Good night."

With that said, the pinkette turned around to give her friend the privacy to change. Even so, Homura changed as fast as she could, doing her best _not_ to think about the fact she was wearing Madoka's clothing. In an effort to get her mind off that, she turned to her friend as she dimmed the lights.

"Madoka?"

"Yes Homura-chan?" the other girl asked, a sleepy tone to her voice now that the lights were off and the excitement was wearing off.

"Thank you."

Not that it stopped that blinding grin, "You're welcome!"

Both girls would fall asleep with a smile that night. Because they weren't alone. No matter the trials coming in the future...they would face them together.

* * *

 **AN: Keeping both of the girls in character was...interesting. If only because their characters _are_ in fact going to end up OOC. At least compared to how their counterparts in the main series were. Because these are _not_ the same Madoka Kaname or Homura Akemi. The former has the memories of Timeline 3, and that Madoka is going to be more jaded than usual even if not to the same extent as Homura. Who, on that subject, is something of a mix of Moemura and regular Homura. She hasn't broken the former yet, and hasn't had the time to fully develop her mask.**

 **It's a balancing act, I'll admit. I hope it worked out!**

 **Also, I'm fully aware this breaks the rules of Madoka. But hey, fanfic is fanfic and if an idea is interesting enough I think it can justify things like this.**

 **Now, I don't know what the update rate here'll be. That'll depend entirely on interest. The more reviews I get, the more inclined I'll be to push out a new chapter. I'm not _holding it hostage_ or anything- authors that do so bug me -but I'm being honest. I've got several ongoing fics, and the more interest this gets...the more motivated I am.**

 **So let's see how many people liked it! I hope a lot to be honest.**


	2. First Day

**AN: Second chapter ahoy. I didn't intend to take this long to get it together, but I wanted to make sure I had everything in order before I started. I hope my readers don't mind!  
**

 **And on that note, 8 reviews certainly isn't something to sneeze at. Thanks everyone!**

 **Also, big note: I'm going to be focusing a _lot_ more on the characters here. There will be inevitable combat and Witch hunts, but by no means are they the focus.**

* * *

 _Wh...where am I?_

Soft breathing sounded in Homura Akemi's ears, as she slowly opened her eyes. Her first thought was a question of where she was. She wasn't in the familiar hospital bed, nor the slightly less familiar bed at her apartment. Panic quickly rose at that realization, though she clamped down on that before her heart could begin thumping its way out of her chest. Forcing her mind away from the fear of being in an unknown place, the girl opened her eyes more fully. Only to promptly feel them slide shut again, as a very small smile worked its way onto her face. Because she had seen an overabundance of pink and stuffed animals everywhere she looked.

"Madoka..." Homura's smile refused to leave her face. Despite everything, despite her wariness and yes...fear...of what was to come, she had her best friend by her side.

Even if she was still a bit uncomfortable about sleeping in the same room as her friend. At least they hadn't shared a bed.

"Homura-chan..."

 _Wait..._

Feeling the soft exhale of breath on her shoulder, the time-traveler's violet eyes snapped open again. Now that she focused...some of that overabundance of pink was a much lighter shade that was far closer to her face. Namely, the familiar head of hair that belonged to her best friend. Unconstrained by the ribbons, Madoka's hair fell around her face, framing a peaceful expression as the other girl clung to Homura's arm. Understandably, the Magical Girl's face swiftly turned crimson, as she realized the position this left her in. She had most certainly _not_ anticipated waking up with her friend clinging to her arm. In the same bed. With nothing but a thin sheet really separating the two.

Really, it was a miracle she hadn't passed out from the shock.

"Madoka...please wake up..."

"..."

It was also a sign of just how flustered the girl was that she didn't bother with her mask as she prodded her friend in an attempt to wake the other girl.

"Please wake up Madoka," Homura repeated, face still very much crimson, "...how did this happen?"

"Huh? Homura-chan?"

Sleepy pink eyes opened, looking up at the flustered Magical Girl, as Madoka finally let go to stretch her arms. She seemed completely at ease with where she was, which just made Homura even _more_ uncomfortable, were that possible.

Looking down on her friend, Homura scooted away slightly, "Madoka...why were you sleeping with me?"

This time a blush stole across the other girl's face, as she laughed weakly, "Nightmare. Ever since I woke up in my house I've been having them..."

"It's all my fault...I'm sorry Madoka," the time-traveler felt like she had been stabbed in the chest.

 _She's been having nightmares? Because of me?_

"Haven't we been over this?" a small smile crossed Madoka's face, as she began looking more and more awake, "I don't blame you for this Homura-chan. I just...needed to remind myself that you were really here. I didn't mean to actually fall asleep with you."

Despite still feeling like her face was on fire, Homura softened noticeably at that statement. Madoka always _had_ cared too much. It must have hurt her so much to think everything was a dream, so she could hardly blame her friend for wanting to make sure she was really there. Even if it embarrassed her to no end to have slept in the same bed though. At least no one else knew about it...Homura didn't think she could stand someone else finding out about this.

She really was relapsing into her original personality, wasn't she? Then again, there was little real need to hide everything behind a mask, not when she was around Madoka...a Madoka who had been with her already. Homura would never be the same shy girl she once was...not after everything that had happened. But, she wouldn't be cold and aloof, not to her best and, really, only friend.

"Should we get up?" not that she wasn't going to try and get some space before her heart burst from her chest.

"Probably," Madoka nodded, a cute frown crossing her face, "Papa will probably come get us soon if we don't."

"Not your mother?" Homura blinked, well-remembering the woman from the last night.

Her friend giggled at that, "Oh no Homura-chan. Mama never gets up before I do. I have to wake _her_ up!"

"You...do?"

Homura was already imaging the image of strict Junko Kaname having to be awoken by her daughter. The idea was crazy, to say the least. Surely not the woman who had put her in her place with just a few words.

"Yeah, Mama likes sleeping in," the pinkette continued, "come on Homura-chan. I think Papa might already have breakfast ready, if you're hungry. He probably made a lunch for you too!"

"That's not..." the time-traveler flushed, feeling a bit overwhelmed, "I could just go get my own lunch from home..."

Madoka shook her head, "No you don't Homura-chan. Papa's food is amazing, and it isn't any trouble to get you some. Trust me!"

"But I..."

Poking her friend, the shorter girl's expression made it clear that Homura should stop talking if she knew what was good for her. Needless to say, the girl clamped her mouth shut, getting a smile from her dear friend. Madoka could be quite forceful when the girl wanted to be...though it brought a small smile to the time-traveler's own face. Her friend always knew just what to do to make her smile. So she could put up with the guilt about imposing on the Kaname family. It wouldn't happen again, and Homura could certainly find some way to pay them back. It wasn't like she was poor...though she preferred to not think about the reason she had money of her own.

So, instead, she just got out of bed and followed Madoka as her friend lead the way to the kitchen. Homura may have felt awkward, but she could handle that...somewhat easily. And in any case, the warm feeling in her chest was enough to deal with that. Madoka had a spring in her step as she walked in front of the taller girl, clearly at ease and happy that Homura was there. That...was enough for her friend.

 _She likes having me here. I can't say no to her generosity...can I?_

"Good morning Papa!" the pinkette called out, as they entered the kitchen.

Mr. Kaname was standing behind the counter, setting up plates of food that had Homura's stomach growling despite herself. A gentle smile, so much like his daughter's, was directed at the two girls.

"Good morning Madoka," the older man turned his smile to Homura, "and good morning Akemi-san. I apologize that I couldn't greet you last night, but you arrived after I had already went to bed. It is nice to see Madoka make such a polite friend though."

"Papa...don't embarrass Homura-chan..."

The flush on Homura's face made it clear why her friend said that. Mr. Kaname just laughed softly, before placing a plate on the table, "Feel free to start eating Akemi-san. Madoka, can you help Tatsuya wake your mother up?"

"Right!"

Watching her friend go charging off, Homura sighed softly. She was alone now, with only a man who- however kind -she didn't know. All she really _could_ do in this situation was sit down and look at her food. Eggs and bacon, seasoned to perfection if the delicious aroma was any indication. Reaching for her fork, Homura expertly cut a small piece off the egg. She was rather...unfortunately...experienced with making small portions of food. Her heart condition had left her very selective on what she could or could not eat after all.

But as she brought the small piece of egg to her mouth, the girl felt her eyes widen.

 _This...is delicious!_

It had been so long since she had good food, that Homura barely remembered it. But she imagined that her parent's cooking had once tasted like this. The food melted in her mouth, as she took a larger second bite, blushing despite herself.

"I see you like it," Mr. Kaname chuckled, as he prepped toast for his wife, "eat as much as you like Akemi-san."

"Thank you," Homura replied softly, unable to stop a small smile from crossing her own face.

"You're very welcome."

Fighting down her blush, the girl continued to eat her delectable meal. She was nearly halfway done with her eggs when a sudden scream made her drop her fork however. Homura's head snapped around, fear in her violet eyes. It hadn't sounded like Madoka...but what if her friend was in danger? She didn't sense a Witch and her Soul Gem wasn't flashing, but that didn't mean much. She had to make sure...

"Don't worry Akemi-san," the older male with her laughed softly again, "That was just Junko. She always does that when Madoka has to wake her up."

Blinking slightly, Homura turned disbelieving eyes on her host, "Always?"

"Yes," the smile turned from gentle to slightly mischievous, as the man shook his head, "it's almost a game with her and Madoka to do that. I know they both enjoy it."

It would be easy to take him at his word. At one point in time, Homura certainly would have. But despite everything that had changed last night, her determination to do _everything she could_ to protect Madoka had not. Sending an apologetic bow in Mr. Kaname's direction, she took off before the man could say anything. She could apologize properly later. For now, she had to confirm with her own eyes that Madoka was okay.

Of course, with her luck being what it was, Homura promptly ran right into her friend, sending them both falling to the floor, with two school uniforms landing on top of them. Madoka held her throbbing head, while her friend was immediately stammering out an apology.

"I'm so sorry Madoka! Are you okay?"

A smile answered that question, despite the red bump on the shorter girl's head, "I'm fine Homura-chan. I was just bringing you a uniform so you wouldn't have to go home to get one. Why were you heading this way anyway?"

Blush crossing her cheeks, Homura looked down, "I was worried."

"Worried?" Madoka blinked, before she broke down into giggles once she realized what her friend was talking about, "Oh, Homura-chan. You heard Mama didn't you?"

"Yes she did," Mr. Kaname came back into view, helping the girls to their feet, as his daughter gathered up the scattered clothing, "Akemi-san probably wanted to make sure you were okay."

The blush on the girl in question's cheeks only grew, "Yes..."

"Silly Homura-chan," the pinkette smiled, care in her pink eyes that only her friend could see, "I'm fine. Mama is just dramatic in the mornings."

What was left unspoken, was the fact that Madoka was _deeply_ touched that her friend cared so much about her. Even though she probably knew deep down that nothing was wrong, she still went to check. Homura truly cared about the other girl, and would go through anything for her. Up to, and including, embarrassing herself in front of Madoka's family. It was cute actually, how her friend blushed at the attention she was getting, even as she smiled. Madoka couldn't help but smile back, a warm feeling rushing through her chest.

After all the worry that she had merely dreamed up the other girl and the time they spent together, it was a welcome change. Grabbing her friend's hand, Madoka began tugging her along with her, as her father fondly watched in the background. For her part, Homura blushed even deeper, if that were possible. She felt like her face was going to melt as steam shot out of her ears.

Being tugged along like this _in front of Madoka's parents_ was certainly not how she had foreseen her situation developing, to say the least.

"Where are you taking me?" she got out, voice admirably stoic...considering the situation.

"To get changed!" Madoka replied easily, giggling at the shocked expression on her friend's face, "We have to get ready or we'll be late Homura-chan."

"Yes but," Homura tried to speak.

"It doesn't bother me or Mama."

 _Yes, but it bothers_ me _..._

Homura couldn't say that aloud though. She was still the same girl around Madoka for a good reason. She might die of embarrassment though. Changing in front of the other girl was not her idea of a good time.

 _-0-0-0-0-0-0-0-0-0-0-0-0-_

Still wearing a light dusting of red on her face, Homura walked with Madoka along the path to their school. She had been lucky that her friend's mother allowed her to change in a different room, once it became apparent the poor girl was having a minor meltdown. Even so, that didn't change how bad she felt about _having_ said breakdown. What a way to repay Madoka's kindness and generosity _that_ had been.

Luckily, her friend didn't seem to mind, as she held her hand. That also contributed to the red face, that her braids- Madoka insisted, and Homura could never say no to _that_ look -did little to hide. But as established, the time-traveler never could say no to Madoka. So if she wanted to hold her hand, that was something that she could allow. However awkward it felt.

Even so...

"Madoka," Homura asked softly, "What will Miki-san think about this?"

"Sayaka-chan?" Madoka blinked, before smiling, "She'll probably get jealous that someone stole her 'wife'."

The word 'wife' being spoken by Madoka sent a rush of warmth through Homura's chest, even if it wasn't really directed at her, "But she doesn't know me...I should be starting today."

"True, but Sayaka-chan loves meeting new people."

Homura didn't have the heart to deny that point. Sayaka had been in the background the first two timelines, and the girl hadn't really interacted with her that much. But in the last one...the mistrust between the two teenagers had been very high. Part of that was because Homura insisted that they were being used by Kyubey, and did so when Kyoko Sakura- who had good reason to mess with the group dynamic -was around. But it didn't change the fact that Sayaka Miki had very real hostility directed towards Homura.

Maybe things would be different. But walking hand in hand with her best friend was probably not a good first impression.

"You're worried about how she acted last time aren't you?" Madoka's voice broke in.

Shaking slightly, Homura tried to shake her head to deny that. But her friend just looked at her with those soft pink eyes, before squeezing her hand gently.

"Don't worry Homura-chan. I believe you this time, and Sayaka-chan would never think I'm lying to her."

The time-traveler wished she could believe that as easily as her friend clearly did. But her trust issues had never truly gone away...and Sayaka Miki made it difficult to trust her. But, on the other hand, Homura could push those worrying thoughts to the back of her head. No matter how awkward it felt to be walking hand in hand with Madoka, at least she could _enjoy_ walking with her dear friend. There was something supremely soothing about doing so, as they walked along the stream that flowed merrily by the path to school. Trees overhanging said path provided soothing shade, as the pinkette aimlessly chattered about something or other.

Homura would be the first to admit she wasn't really paying much attention to _what_ Madoka was saying. She was paying significantly more attention to the fact she was talking to her at all. It was very odd to walk with her like this. Odd, but very _nice_ all the same. Just having her friend okay and talking to her was more than enough to make her happy.

"Hey, Mad...oka?"

Of course, nothing was ever that easy.

"Sayaka-chan!" Madoka waved at her friend, not letting go of Homura's hand in the process.

For her part, Sayaka Miki and...Hitomi Shizuki...wore looks of shock and confusion. Understandably so, considering this was the first time they had ever seen Homura.

"It's about time you showed up," the bluenette mock-glared at her friend, before turning a very much _real_ suspicious look on Homura, "Who's that?"

"This is..." the pinkette began, before the time-traveler broke in.

"Homura Akemi," she bowed slightly, voice slipping into the toneless one she had adopted for her mask at the start of this timeline. Madoka would never be spoken to in such a way, but the same did not hold true for those Homura had yet to build trust with, "I am a new student starting today."

"Huh, a transfer student," Sayaka's voice at least lacked the outright hostility that title had held, towards the end when she began to fall into despair last time, "Why're you holding hands with my wife? I've never seen you with her before!"

"She is _not_ your wife."

Both girls continued to send the other looks. Suspicion from Sayaka, and dull lack of emotion from Homura. At least until Madoka broke down giggling, getting both of them to look at her.

"Oh stop it you two," the pinkette gasped out, "Sayaka-chan is just joking around when she calls me that, Homura-chan. And I met her at the hospital, Sayaka-chan. She has a heart condition, and has been there for..."

"Five months," the girl supplied.

"A heart condition?" Hitomi chose that moment to move in, recovering easier than Sayaka had, "Are you okay Akemi-san?"

 _That is new..._

It was highly unusual for anyone but Madoka to show legitimate concern over her heart. Not that there was any reason to now that magic could keep the worst of the pain away. But still, it was...nice, in a way. She hadn't interacted with Hitomi before, but still.

"I'm fine," Homura allowed the smallest of smiles to cross her face, "It is not as bad anymore. As long as I don't do any heavy activities, I can stay in school."

"That's good to hear," the green-haired girl smiled softly, "I would hate to see someone get hurt. Especially if you are friends with Madoka."

After saying that, Hitomi poked Sayaka in the side.

"Right Sayaka?"

The bluenette grumbled, but reluctantly nodded, "Yeah, right. So how long have you two been friends anyway? Madoka's horrible at keeping secrets."

"Heh..." the girl in question didn't even try to deny that.

"..." not that Homura had an answer to that question. She hadn't planned on this happening, to say the least.

Madoka noticed that, and took over the explanation, "Just a couple weeks. I met her when she needed to get some food while I was waiting on you to finish talking to Kyouske-kun, Sayaka-chan. Homura-chan looked so sad and lonely...I had to talk to her. It turns out we have a lot in common!"

Somehow, Homura knew that her friend wasn't lying when she said that. Change the situation to sitting in her chair in school, and it sounded like the first time they had met. The Magical Girl had been shy and unable to deal with all the attention...yet, at the same time, she had been sad and craving a friend. The one thing she had truly wanted for so long...a friend who wouldn't care about how awkward and useless she was. Someone who would stand with her, even when her heart slowed her down.

Madoka had picked up on that, and been by her side ever since. She never could repay her friend for that.

"Typical," Sayaka shook her head, though there was a fond look directed at her friend now, "You always were like that Madoka. Guess I need to apologize, huh?"

"Yup!"

Sighing softly, the bluenette turned a genuinely regretful look at the transfer student, "Sorry about that Akemi. I'm just a bit..."

"Overprotective? Jealous?" Hitomi supplied, somehow not losing a bit of her poise or elegance.

"Yes, thank _you_ too Hitomi."

The three girls giggled at that...while Homura merely watched, feeling like an outsider. Even with Madoka, she couldn't so easily joke around like that. But...that might change. Her goal remained, and would remain, keeping Madoka alive. But that didn't mean she couldn't interact with the other girls. Though it was doubtful she would ever be comfortable enough to slip out of the mask around anyone but Madoka- and to a lesser extent, her family.

"Anyway," Sayaka continued, turning back to Madoka, "Nice ribbons. You trying to look pretty for the boys eh?"

The pinkette flushed, "Sayaka-chan!"

"What?"

Homura found a sudden flush of annoyance at that idea, and didn't know where it came from. Madoka _was_ cute. Should she be upset about that?

"I just figured you might be jealous of Hitomi here," the other girl continued, totally oblivious. Or very well aware of what she was doing, and laughing internally, "I mean, she's popular with the boys and gets love letters all the time. I bet you're trying to change your image to be like that too!"

Madoka pouted, "My mom picked these out..."

"And your mom is super hot and successful," Sayaka countered, "So..."

Sighing softly, Madoka kept walking forward, pulling Homura along with her. The time-traveler felt even _more_ out of place, but at least they were moving again. Standing around and talking like that was too odd for her to handle. At her heart, she _was_ the same old shy wreck after all. So easily making jokes at other's expense would likely be something she was never truly comfortable with. At least the other girls didn't seem to expect her to act like that. Which was a relief, to say the least.

"All joking aside," Hitomi said as the group continued walking, "I wish it were that easy to decide. I don't want to hurt any feelings..."

Sayaka sighed dramatically, "If only everyone could have _that_ problem."

"...I do kind of wish someone would write me a love-letter sometime," Madoka admitted, light blush on her cheeks, "It would be nice to get one."

Even as she said that though, her hand squeezed Homura's. The dark-haired girl sent her friend a curious look, but only got a brighter blush in return. Curious now, Homura tried to get Madoka's attention. But her friend stubbornly refused to look her way, even as Sayaka was sending them a renewed suspicious look.

"Madoka?" so instead, she tried speaking.

"It's nothing Homura-chan," the pinkette replied a bit shakily, "I was just thinking."

"About what?" Sayaka asked, "Got any cute boys you want a note from?"

"No!"

That denial was both quick and totally unusual for Madoka. Now it was Sayaka _and_ Homura sending her worried looks.

Hitomi coughed lightly, getting the blushing pinkette a break, "We'll have to talk about this later. Class will start soon, and Akemi-san shouldn't be late."

"Oh no, you're right!" Madoka looked at her phone, "Class starts in a few minutes!"

With that said, the girl started running to the school, dragging a hapless and _very_ confused Homura Akemi along with her. Sayaka and Hitomi followed along, both of the girls extremely curious about the new girl. After all...

Madoka was acting unusual. And _highly_ attached to the mysterious transfer student. There was something up there...but what?

* * *

 **AN: It is continuing to prove interesting...writing the characters as close as I can to the canonical personalities, but with the inevitable differences of this situation. I'm operating on the assumption that, especially since she didn't _actually_ shoot Madoka, Homura is going to be much closer to Moemura...if not entirely such barring subtle differences...around Madoka. There isn't much reason she _shouldn't_ be, considering. **

**Around anyone _else_ though, I easily see her drifting into a less-perfect version of the emotionless one we're familiar with.**

 **Madoka, by contrast, is fairly the same. But she's a lot more comfortable around Homura, and when Mami shows up...we'll start seeing differences, because she does have the memories of one of the worst timelines...at least, from _her_ perspective.**

 **Hope I did it well here!**

 **Reviews:**

 **Takeshi Yamato:** Glad you like it! That being said...couple, yes. There are already signs of that. Adult scenes? Not really, since I don't write lemons. Story'll be staying T rated.

 **laryssa:** Yup, the yellow ribbons were supposed to represent that. Glad you like the idea of the story too.

 **Ikii:** Well, considering I've been keeping things going there, I don't think we need to worry about that.

 **TwinCarcino:** Glad you like the story!

 **Daemon hunter:** I'm certainly angling for a different story to the anime one here.

 **Guest:** At least you found it interesting. Tells me I'm doing it right.

 **Fishtex129:** Thanks!

 **GrimdarkRose:** Glad you like it!


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